Common use of Project IP Clause in Contracts

Project IP. 5.1 Each User will own any Project IP arising from its conduct and that of its Co- workers of the Research Project, subject to any Funders’ rights in such Programme IP. 5.2 In the event that a “User” exploits commercially any of its Project IP it will negotiate with the Centre and/or any other User a fair and reasonable royalty, based upon the value of any products or processes it exploits commercially, but only in the event that: i) those products or processes commercially exploited incorporate, embed or otherwise contain any of the Centre’s and/or other User’s Background IP or Project IP, and/or ii) the Centre and/or other User (as the case may be) can show by written record that they have made a contribution to the development of the User’s Project IP. Furthermore in determining the royalty rate, if any, the parties shall take into consideration the expenses incurred in securing intellectual property protection of the User’s Project IP and the costs of its commercial exploitation. 5.3 A User and a Centre may agree that, taking into consideration the contribution made to a Research Project by employees, students, agents or appointees of a Centre, The Project IP should be owned jointly by the User and the Centre, upon such terms to be agreed by the User and the Centre. 5.4 These licensing provisions shall not apply to the extent that they conflict with a User's obligations under any relevant agreement with a Funder.

Project IP. 5.1 Each User will own any Project IP arising from its conduct and that of its Co- workers of the Research Project, subject to any Funders’ rights in such Programme IPProject IP and any policies or regulations of the Establishment. 5.2 In the event that a “User” User exploits commercially any of its Project IP it will negotiate with the Centre and/or any other User a fair and reasonable royalty, based upon the value of any products or processes it exploits commercially, but only in the event that: i) those products or processes commercially exploited incorporate, embed or otherwise contain any of the Centre’s and/or other User’s Background IP or Project IP, and/or ii) the Centre and/or other User (as the case may be) can show by written record that they have made a contribution to the development of the User’s Project IP. Furthermore Furthermore, in determining the royalty rate, if any, the parties shall take into consideration the expenses incurred in securing intellectual property protection of the User’s Project IP and the costs of its commercial exploitation. 5.3 A User and a Centre may agree that, taking into consideration the contribution made to a Research Project by employees, students, agents or appointees of a Centre, The Project IP should be owned jointly by the User and the Centre, upon such terms Terms to be agreed by the User and the Centre. 5.4 These licensing provisions shall not apply to the extent that they conflict with a User's obligations under any relevant agreement with a Funder.